Franciscan Health System

“As of result of the affiliation between franciscan health system (fhs) and virginia mason health system fhs amended its bylaws for the purpose of integrating their regional healthcare systems: - increase the number of directors to 17 and change the composition to no fewer than 8 voting members and no more than 21 - the newly created virginia mason franciscan health board will assume the responsibilities and obligations as the governing body of fhs for the health facilities - all references to the governance committee as a standing committee were removed from article viii, section 8.4 - the executive committee section was removed in its entirety and replaced with the governance committee section - article ix concerning medical staff was removed in its entirety”

“The sole member of the organization is commonspirit health, a colorado non profit corporation.”

“The sole member has the power to appoint, replace or remove the members of the board of directors. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is commonspirit health (csh). Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the csh board directly or through powers delegated to the csh chief executive officer: - substantial change in the mission or philosophy of fhs - amendment of the corporate documents of fhs - approve members of the fhs board - removal of a member of the governing body of fhs - approval of issuance of debt by fhs - approval of participation of fhs in a joint venture - approval of formation of a new corporation by fhs - approval of a merger involving the fhs - approval of the sale of all or substantially all of the assets of the fhs - to require the transfer of assets by fhs to csh to accomplish csh's goals and objectives, and to satisfy csh debts. - adoption of long range and strategic plans for fhs pursuant to section 5.5.2 of the organization's bylaws, csh may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The cfo reviews the form and any necessary changes are included in the final version that is approved for filing with the irs. The cfo also provides the return to the board, and all board members have the opportunity to review the 990 prior to filing with the irs. Subsequent to review, the tax department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not resubmitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. The policy was last updated during the tax year ended 6/30/2021. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“All executive compensation arrangements with any person of substantial influence are subject to review and approval by the board of directors, or an authorized committee of the board, in accordance with the executive compensation review policy. Executive compensation arrangements with any physician who is a person of substantial influence are not subject to this policy, but shall be reviewed and approved in accordance with the system's physician transaction review policy.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“In april of 2021, highline medical center merged into franciscan health system. Both franciscan health system and highline medical center operated acute care hospitals in king county, washington. The merger was enacted in order to work more closely to achieve their shared goal of improving the quality and efficiency of delivering care in the communities they serve.”

“Other fees: program service expenses 143,968,935. Management and general expenses 36,788,160. Fundraising expenses 0. Total expenses 180,757,095.”

“Noncontrolling interest in ownership changes -651,593. Capital transfers -205,280,176. Equity changes in joint ventures -2,668,784. Centralized transactions 5,909,425. Capital transfer due to merger 94,979,432.”

“Centralized transactions: transfers for journal entries recorded centrally at commonspirit to standardize contractual allowance methodology across all commonspirit affiliates and subsidiaries. Recorded centrally at year end and transferred to facilities in the following year.”